EXHIBIT 10.13
FOURTH AMENDMENT OF LEASE
This Fourth Amendment of Lease is entered into effective this 16th day
of December, 1999, by and between 000 XX XXXXX XXXXXX, LLC, a Delaware limited
liability company, by Xxxxx Xxxxxxx Property Group, Inc., a Delaware
corporation, its Managing Member (the "Landlord"), and CONCENTREX, INCORPORATED
formerly known as CFI ProServices, Inc., an Oregon corporation (the "Tenant").
RECITALS
A. Xxxx Xxxxxxx Mutual Life Insurance Company, as landlord ("Xxxx
Xxxxxxx"), and Tenant entered into that certain Office Lease dated March 18,
1994, as amended by that certain First Amendment to Lease (the "First
Amendment") dated July 8, 1996, and that certain Second Amendment to Lease (the
"Second Amendment") dated January 11, 1999 (as amended, the "Lease"), and that
certain Third Amendment of Lease (the "Third Amendment") dated October 13, 1999,
by which Tenant leased from Xxxx Xxxxxxx the floor area consisting of
approximately 84,545 rentable square feet (the "Leased Premises") on the second,
third, fourth, sixth, ninth and tenth floors of the 000 XX Xxxxx Xxxxxx Building
(the "Building") as outlined on the floor plan of the Building attached as
Exhibit A to the Lease. The Building is located on a parcel of land (the "Land")
located in the Northwest one-quarter of Section 3, Township 1 South, Range 1
East, of the Willamette Meridian, in the City of Portland, County of Multnomah
and State of Oregon, and more particularly described as follows:
Beginning at the Northwest corner of Lot 8 of Block 175 of the
duly recorded plat of CITY OF PORTLAND, said point also being the
true point of beginning of the parcel of land herein described;
thence South 70(degree)00'00" East along the North line of Block
175, a distance of 100.00 feet to the Northeast corner of said Lot
8; thence South 20(degree)00'00" West along the Easterly line of
Xxxx 0, 0, 0 xxx 0 xx Xxxxx 175 of said plat, a distance of 200.00
feet to the Southeast corner of Xxx 0 xx xxxx Xxxxx 000; xxxxxx
Xxxxx 00(xxxxxx)00'00" West, along the Southerly line of said
Block 175, a distance of 100.00 feet, to the Southwest corner of
Xxx 0 xx xxxx Xxxxx 000; xxxxxx Xxxxx 00(xxxxxx)00'00" East, along
the Westerly boundary line of said Block 175, a distance of 200.00
feet to the true point of beginning of the herein described parcel
of land.
B. Landlord purchased the Building and Land from Xxxx Xxxxxxx and
accordingly assumed Xxxx Xxxxxxx'x rights and obligations under the Lease.
C. The parties hereto desire to modify the Lease by expanding the Leased
Premises by approximately 1,536 rentable square feet OF FLOOR AREA ON THE SIXTH
(6TH) floor of the Building, known as Suite 601, and 840 rentable square feet of
floor area on the SIXTH (6TH) floor of the Building known as Suite 604, (the
"Expansion Space"), as more specifically described in Exhibit A attached hereto
and incorporated herein by this reference.
D. The parties also desire to further amend the Lease as set forth below.
Capitalized terms not defined herein shall have the same meaning as set forth in
the Lease. References herein to the Lease shall include this Fourth Amendment
where the context requires.
TERMS AND CONDITIONS
NOW, THEREFORE, in consideration of the above recitals, the mutual
covenants hereinafter set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Landlord agrees to
lease the Expansion Space to Tenant and Tenant agrees to lease the Expansion
Space from Landlord upon the same terms and conditions as the balance of the
Leased Premises, except that the Lease is amended as follows:
1. RECITALS. The foregoing recitals are true and correct and incorporated
herein by reference.
2. EXPANSION SPACE COMMENCEMENT DATE: December 1, 1999, or upon substantial
completion of tenant improvements, unless construction delays are caused by
Tenant, whichever is latter. Except as provided under Section 12 of this Fourth
Amendment, if Tenant occupies and does business from any portion of the
Expansion Space before the Expansion Space Commencement Date, the Expansion
Space Commencement Date shall be advanced to the date of such occupancy.
3. EXPANSION SPACE. Upon the Expansion Space Commencement Date, the Leased
Premises will be expanded to include the Expansion Space. Upon the Expansion
Space Commencement Date, the total area of the Leased Premises shall comprise
approximately 86,921 rentable square feet.
4. LEASE TERM. The term of the Lease with respect to the Expansion Space
shall commence on the Expansion Space Commencement Date and shall expire on
November 30, 2004.
5. TENANT'S PERCENTAGE OF OPERATING EXPENSES. Under Section 24.2 of the
Lease, Tenant's percent of Operating Expenses will be based upon the following
calculations:
o Tenant's square footage leased under the Lease and the
First Amendment divided by the total building square
footage as DETERMINED BY OLD BOMA MEASUREMENTS (72,111
RSF DIVIDED BY 183,051 RSF EQUALS 39.3% pro rata
share).
o Tenant's square footage leased under the Second
Amendment and the Third Amendment divided by the total
building square FOOTAGE AS DETERMINED BY NEW BOMA
MEASUREMENTS (12,434 RSF DIVIDED BY 188,917 RSF EQUALS
6.58% pro rata share)
o Tenant's square footage leased under this Fourth
Amendment divided by the total building square footage
as determind by new BOMA
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MEASUREMENTS (2,376 RSF
DIVIDED BY 188,917 RSF EQUALS 1.25% pro rata share)
6. BASE YEAR. Under Section 19.4, Additional Rent: Operating Expense
Adjustment, Tenant's Base Year for floors two, three, four and ten shall be
1996; Tenant's Base Year for floor nine shall be 1999; and Tenant's Base Year
for the Expansion Space shall be 2000. Under Section 19.1, Tenant's Base Year
for real property taxes for floors two, three and four shall be 1994-1995;
Tenant's Base Year for floor ten shall be 1996-1997; Tenant's Base Year for
floor nine shall be 1998-1999; and Tenant's Base Year for the Expansion Space
shall be 1999-2000.
7. BASE RENT. Commencing on the Expansion Space Commencement Date, Tenant
shall pay to Landlord as Base Rent for the Expansion Space during the remainder
of the Lease Term, with Base Rent for any partial month prorated according to
Section 2.1 of the Lease, as follows:
Expansion Space (601)
LEASE MONTHS ANNUAL RATE/ MONTHLY RATE
SQUARE FOOT
Dec. 1, 1999 - Sep. 30, 2000 $20.50 $2,624.00
Oct. 1, 2000 - Sep. 30, 2001 $21.15 $2,707.20
Oct. 1, 2001 - Sep. 30, 2002 $21.80 $2,790.40
Oct. 1, 2002 - Sep. 30, 2003 $22.45 $2,873.60
Oct. 1, 2003 - Sep. 30, 2004 $23.12 $2,959.40
Oct. 1, 2004 - Nov. 30, 2004 $23.82 $3,049.00
Expansion Space (604)
LEASE MONTHS ANNUAL RATE/ MONTHLY RATE
SQUARE FOOT
Feb. 1, 2000 - Sep. 30, 2000 $20.50 $1,435.00
Oct. 1, 2000 - Sep. 30, 2001 $21.15 $1,480.50
Oct. 1, 2001 - Sep. 30, 2002 $21.80 $1,526.00
Oct. 1, 2002 - Sep. 30, 2003 $22.45 $1,571.50
Oct. 1, 2003 - Sep. 30, 2004 $23.12 $1,618.40
Oct. 1, 2004 - Nov. 30, 2004 $23.82 $1,667.40
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8. BASE RENT FOR LEASED PREMISES. Upon the Expansion Space Commencement
Date, the Base Rent for the Leased Premises shall be as follows:
FOURTH AMENDMENT FOURTH AMENDMENT
EXPANSION EXPANSION
LEASE FIRST SECOND THIRD SPACE (601) SPACE (604) TOTAL
TERM LEASE AMENDMENT AMENDMENT AMENDMENT BASE RENT
---------------------- ---------- ---------- ---------- ---------- ---------------- ---------------- -----------
12/15/99 - 3/31/00 $78,261.50 $27,707.00 $12,868.33 $8,051.38 $2,624.00 $0.00 $129,512.21
2/01/00 - 9/30/00 $78,261.50 $27,707.00 $12,868.33 $8,051.38 $2,624.00 $1,435.00
4/1/00 - 9/30/00 $78,261.50 $27,707.00 $13,511.75 $8,051.38 $2,624.00 $1,435.00
10/1/00 - 7/31/01 $78,261.50 $27,707.00 $13,511.75 $8,306.66 $2,707.20 $1,480.50
8/1/01 - 9/30/01 $87,113.00 $30,478.00 $13,511.75 $8,306.66 $2,707.20 $1,480.50
10/1/01 - 3/31/02 $87,113.00 $30,478.00 $13,511.75 $8,561.95 $2,790.40 $1,526.00
4/1/02 - 9/30/02 $87,113.00 $30,478.00 $14,155.17 $8,561.95 $2,790.40 $1,526.00
10/1/02 - 3/31/03 $87,113.00 $30,478.00 $14,155.17 $8,817.24 $2,873.60 $1,571.50
4/1/03 - 9/30/03 $87,113.00 $30,478.00 $14,798.58 $8,817.24 $2,873.60 $1,571.50
10/01/03 - 9/30/04 $2,959.40 $1,618.40
10/01/04 - 11/30/04 $3,049.00 $1,667.40
9. RIGHT OF FIRST OFFER. The right of first offer granted under Paragraph 8 of
the First Amendment shall be amended to apply only as to Suite 700 of the
Building. The right of first offer shall otherwise remain in full force and
effect.
10. TENANT IMPROVEMENTS. Landlord shall provide Tenant a tenant improvement
allowance up to and not to exceed $10.00 per rentable square foot, or
$23,760.00 (the "TI Allowance"). The TI Allowance shall be used to pay for
all costs and expenses incurred in connection with remodeling the Expansion
Space, including (without limitation) all costs for heating, ventilation
and air conditioning modifications made to the existing condition as of the
signature date of this Fourth Amendment, electrical distribution, plumbing,
partitions, working drawings, construction documents, design services,
supervision and permits, but not furniture and furnishings. It is agreed
and understood that Tenant will be responsible for payment of the entire
cost of other improvements in excess of the TI Allowance. If Tenant exceeds
the TI allowance, any such excess costs shall be promptly paid by Tenant in
a single lump sum within 15 days after receipt of invoice from Landlord.
Tenant shall not be entitled to a credit for any unused portion of the TI
Allowance. Landlord will act as general contractor on the Tenant's behalf
for the entire scope of the work outlined above and Landlord shall have no
liability to Tenant whatsoever for any claims or damages arising in
connection with Landlord's services as general contractor or its
administration of the construction contract, except as may be caused by
Landlord's gross negligence, willful misconduct or delay, except for causes
beyond Landlord's control. All remodeling work shall be in compliance with
all applicable laws and
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regulations as of the date of this Fourth
Amendment, including (without limitation) the Americans with Disabilities
Act.
11. SUBORDINATION TO TENANT LENDER. The terms of that certain Subordination and
Consent dated August 16, 1999, and entered into between Landlord, Tenant
and Ableco Finance LLC, a Delaware limited liability company, as collateral
agent on behalf on the lender group named therein, are hereby acknowledged
to extend to, among other collateral, all of Tenant's personal property,
including (without limitation) Tenant's inventory, equipment, furniture and
fixtures, together with all additions, substitutions, replacements and
improvements to the same (collectively, "Goods"), which Goods are or are to
be located on and may be affixed to the Expansion Space.
12. BROKER'S COMMISSION. Tenant covenants, warrants and represents that no
other broker besides Xxxx Xxxxxxxx of Xxxxxxx & Xxxxxxxxx was instrumental
in bringing about or consummating this Fourth Amendment and that Tenant had
no conversations or negotiations with any other broker concerning the
leasing of the Premises. Tenant agrees to indemnify and hold harmless
Landlord against and from any claims for any brokerage commissions and all
costs, expenses and liabilities in connection therewith, including, without
limitation, attorney's fees and expenses, arising out of any conversations
or negotiations had by Tenant with any other broker.
13. TENANT REPRESENTATIONS. Each person executing this Amendment on behalf of
Tenant does hereby covenant and warrant that:
13.1 Tenant is duly incorporated and validly existing under the laws of and
qualified to transact business in Oregon;
13.2 Tenant has full corporate right and authority to enter into this
Fourth Amendment and to perform all Tenant's obligations hereunder;
and
13.3 The person (and each person if more than one signs) signing this
Fourth Amendment on behalf of the Tenant is duly and validly
authorized to do so.
13.4 Except as expressly provided herein, Tenant has not assigned or
transferred any interest in the Lease and has full power and authority
to execute this Fourth Amendment.
13.5 Tenant has no known claims of any kind or nature against Landlord
arising from or under the Lease and there are no agreements between
Landlord and Tenant other than the Lease as amended by this Fourth
Amendment.
14. MISCELLANEOUS.
14.1 The Lease as modified herein remains in full force and effect and is hereby
ratified by Landlord and Tenant. In the event of any conflict between any
other part of the Lease and this Fourth Amendment, the terms and conditions
of this Fourth Amendment shall control. To the extent that this Fourth
Amendment may have been
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executed following any effective dates set forth
herein, said effective dates are hereby ratified, confirmed and approved.
14.2 In the event of any litigation arising out of or in connection with this
Fourth Amendment, the prevailing party shall be awarded reasonable
attorneys' fees, costs and expenses
14.3 This Fourth Amendment shall be binding upon and inure to the benefit of the
parties hereto and their successors and assigns.
14.4 This Fourth Amendment contains the entire agreement of Landlord and Tenant
with respect to the subject matter hereof, and may not be amended or
modified except by an instrument executed in writing by Landlord and
Tenant.
IN WITNESS WHEREOF, the parties have executed this Fourth Amendment on
the date first above written.
LANDLORD: TENANT:
000 XX XXXXX XXXXXX LLC, CONCENTREX, INCORPORATED
a Delaware limited liability company, formerly known as
By: Xxxxx Xxxxxxx Property Group, Inc., CFI PROSERVICES, INC., an
a Delaware corporation and its Managing Oregon Corporation
Member
BY: /S/ XXXXXX XXXXXXXX BY: /S/ XXXX X. XXXXXX
------------------- ------------------
NAME: XXXXXX XXXXXXXX NAME: XXXX X. XXXXXX
TITLE: EXECUTIVE VICE PRESIDENT TITLE: VICE PRESIDENT & CFO
REVIEWED AND APPROVED BY
XXXXX XXXXXXX PROPERTY GROUP
BY: /S/ XXXXXX X. XXXXX
-------------------
NAME: XXXXXX X. XXXXX
TITLE: VICE PRESIDENT
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